Results Of The Annual General Meeting KAP INDUSTRIAL HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1978/000181/06) Share code: KAP ISIN: ZAE000171963 (“KAP” or “the Company”) RESULTS OF THE ANNUAL GENERAL MEETING Shareholders are hereby advised that at the annual general meeting of the Company held at 14:00 today, Tuesday, 13 November 2018 at the Spier Hotel, Stellenbosch (“AGM”), all of the resolutions were passed by the requisite majorities of the Company’s shareholders, save for ordinary resolution number 4 (agenda item 6.1) and ordinary resolution 6 (agenda item 9), which required favourable votes from 75% or more of all votes cast. Details of the results of the voting at the AGM are as follows: Votes Votes FOR AGAINST resolution resolution Number as a as a of shares Number of percentage percentage voted at shares of total of total AGM as a ABSTAINED number of number of percentag as a Resolutions shares shares Number of e of percentage proposed at the voted at voted at shares voted shares in of shares in AGM AGM (%) AGM (%) at AGM issue (%) issue (%) Ordinary resolution number 1: Re-appointment of audit firm and individual auditor 87.97 12.03 2 311 807 814 86.01 0.02 Special resolution number 1: Approval of fees payable to non- executive directors (agenda item 3): 3.1 Independent non- executive Chairman 99.98 0.02 2 311 284 280 85.99 0.02 3.2 Non-executive deputy chairman 99.98 0.02 2 307 417 161 85.84 0.02 3.3 Non-executive deputy chairman- additional services 99.14 0.86 2 307 417 161 85.84 0.02 3.4 Member 99.98 0.02 2 306 611 789 85.81 0.02 3.5 Ad hoc meeting fees (fee per formal meeting) 99.98 0.02 2 306 563 156 85.81 0.02 3.6 Audit and risk committee chairman 99.98 0.02 2 311 776 015 86.01 0.02 3.7 Audit and risk committee member 99.98 0.02 2 311 551 011 86.00 0.02 3.8 Human resources and remuneration committee chairman 99.98 0.02 2 311 551 011 86.00 0.02 3.9 Human resources and remuneration committee member 99.98 0.02 2 307 368 528 85.84 0.02 3.10 Nomination committee chairman 99.98 0.02 2 311 235 647 85.99 0.02 3.11 Nomination committee member 99.98 0.02 2 311 776 015 86.01 0.02 3.12 Social and ethics committee chairman 99.98 0.02 2 311 776 015 86.01 0.02 3.13 Social and ethics committee member 99.98 0.02 2 310 673 419 85.96 0.02 3.14 Investment committee chairman 99.98 0.02 2 311 824 648 86.01 0.02 3.15 Investment committee member 99.98 0.02 2 307 123 524 85.83 0.02 Ordinary resolution number 2: Election of directors who retire by rotation and reducing the number of board members (agenda item 4): 4.1 SH Müller 97.71 2.29 2 229 270 680 82.94 3.08 4.2 PK Quarmby 100 0 2 311 861 208 86.01 0.02 4.3 Reducing the number of directors on the board 99.99 0.01 2 294 757 236 85.37 0.66 Ordinary resolution number 3: Re-election of audit and risk committee members (agenda item 5): 5.1 SH Müller 98.93 1.07 2 229 270 680 82.94 3.08 5.2 SH Nomvete 87.50 12.50 2 311 861 208 86.01 0.02 5.3 PK Quarmby 100 0 2 311 861 208 86.01 0.02 Ordinary resolution number 4: Placing of shares under the control of the directors for commercial purposes (agenda item 6): 6.1 Ordinary Shares 67.27 32.73 2 311 807 285 86.01 0.02 6.2 Preference Shares 69.60 30.40 2 311 807 285 86.01 0.02 Special resolution number 2: General authority to repurchase shares issued by the company 98.63 1.37 2 311 861 478 86.01 0.02 Ordinary resolution number 5: General authority to distribute share capital and reserves 99.99 0.01 2 311 861 478 86.01 0.02 Ordinary resolution number 6: General authority to issue convertible instruments 63.67 36.33 2 311 861 478 86.01 0.02 Ordinary resolution number 7: Non-binding endorsement of (agenda item 10): 10.1 Remuneration policy 86.88 13.12 2 311 858 478 86.01 0.02 10.2 Remuneration implementation report 94.70 5.30 2 311 858 478 86.01 0.02 Special resolution number 3: General authority to provide financial assistance 94.03 5.97 2 311 861 478 86.01 0.02 Note: Total number of shares in issue as at the date of the AGM was 2 698 434 755. Johannesburg 13 November 2018 Sponsor PSG Capital Date: 13/11/2018 04:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.